Board of Directors Responsibilities and Authority

Bylaws Citations

ARTICLE VI

Section 4 – The Board of Directors shall elect and remove AAR officers and National Director Nominees, approve the annual budget and dues, approve withdrawals from the Operating or Capital Reserves, other than as noted in Article IV, Sections 1 and 2, and amend AAR’s Bylaws and Policies except Professional Standards policies, which may be approved by AAR’s Executive Committee. AAR’s accounts shall be audited annually by a certified public accountant.

Section 5 – AAR shall conduct Directors’ meetings no less than two (2) times annually. Special meetings of the Board of Directors may be called by the President or by any fifteen (15) Directors. Written notice of a special meeting shall be sent by mail to all Directors at least ten (10) days before the date of the meeting or by electronic mail at least five (5) days before the date of the meeting. Directors may not participate in Directors’ meetings by agent, representative or proxy, except alternates for quota Directors may be designated in the absence of a quota Director without notice at Board of Directors meetings, however, said alternate shall register at Directors’ attendance desk and provide verification by an officer of said Member Board prior to voting.

Section 7 – A quorum of the Board of Directors shall consist of Directors constituting at least one-third of the total number of AAR Directors of which there must be representatives from at least one-third of the total number of Member Boards present.

Section 8 – The latest available financial statements reflecting AAR’s financial status shall be mailed or otherwise distributed to each voting Director at least fifteen (15) days prior to the scheduled date of each regular meeting of the Board of Directors. A copy of the proposed annual budget shall be mailed or otherwise distributed to each voting Director at least fifteen (15) days prior to the scheduled date of the Directors Meeting at which the annual budget shall be submitted for adoption.

Section 9 – A Director or an Officer other than the CEO may be removed from office in the following manner:

a. A petition requiring the removal of an Officer or Director and signed by not less than thirty-three and one-third percent of the voting Directors shall be filed with the President, or if the President is the subject of the petition, with the next-ranking Officer, and shall specifically set forth the reasons the subject thereof is to be removed from further service.

b. Not less than twenty (20) days nor more than thirty (30) days after the petition is filed, a special meeting of the voting members of the Board of Directors shall be held, and the sole business of the meeting shall be to consider the charges against the Officer or Director who is the subject of the petition and to render a decision on such petition.

c. Previous notice by mail of the special meeting shall be mailed or otherwise distributed to all voting members of the Board of Directors at least ten (10) days prior to the meeting and shall be conducted by the President unless the President’s continued service in office is being considered at the meeting. In such case, the next-ranking Officer will conduct the meeting. Provided a quorum is present, a two-thirds (?) vote of the Directors present, and voting by written ballot shall be required for removal from the office.

d. The Region from which the RVP was nominated and a manner agreed upon within that Region shall handle removal of an RVP.

Board Of Directors Responsibilities/Authority

Policy Citations

A. LEADERSHIP/COMMITTEES

A.4 – BOD VOTING

Vote counts for officer and National Director elections shall not be given verbally; however, exact counts will be retained by AAR for thirty (30) days following the date of the election for review upon request by any AAR member.

A.8 –CONFLICT OF INTEREST

Members of AAR’s decision making bodies, including, but not limited to, the Executive Committee, Board of Directors, Primary Committees, workgroups and other committees (hereinafter “Committee/Director Members”) should not use their position with AAR to further their private interests. Committee/Director Members should avoid placing themselves in situations where their personal interests may conflict with the interests of AAR and should at all times avoid the appearance of conflict of interest. AAR duties should be performed in good faith and for the benefit of AAR.

Committee/Director Members will be considered to have a conflict of interest if the interest would constitute a conflicting interest pursuant to the Arizona Non-profit Corporation Act when:

the issue involves a business providing products or services to AAR in which the Committee/Director Member or a related person is a principal, partner or corporate officer, director, agent or employee.

the issue is one in which that Committee/Director Member or a related person has a beneficial interest involving money, employment, investments, credit or contractual rights or is so closely linked to a transaction of such financial significance to the Committee/Director or a related person that the interest would reasonably be expected to exert an influence on the Committee/Director’s judgment if called on to vote on the transaction. “Related person” shall have the same meaning as defined in the Arizona Non-profit Corporation Act.

Committee/Director Members with a conflict of interest shall immediately disclose the existence and the nature of the conflict at the outset of any discussions by a decision making body pertaining to the issue as well as all facts reasonably material to a judgment about an issue. Such Committee/Director Members may not participate in the discussion relating to that issue other than to respond to questions asked of them by other Committee/Director Members of the body. Committee/Director Members with a conflict of interest may not vote on any issue in which they have a conflict of interest, and should not be present when the vote on the issue is taken.

A.9–ELECTRONIC TRANSACTION OF BUSINESS

To the fullest extent permitted by law, the Board of Directors, Executive Committee, Primary Committees and workgroups may conduct business by electronic means.

A.12 – ALCOHOLIC BEVERAGES

AAR will not provide alcoholic beverages in the AAR Suite or room at State meetings and National meetings. Alcohol will be served only at supervised cash bar or limited “host” drink functions.

A.13–WEAPONS

No person shall bring any firearm or other weapon, or any other article or instrument that could reasonably be deemed dangerous or harmful, into any AAR meeting.

B. FINANCIAL

B.2 – AMENDMENTS TO APPROVED BUDGET; REALLOCATION FLEXIBILITY

Proposals to amend the AAR approved budget shall be submitted to the Executive Committee for approval. The Executive Committee may, on its own authority, approve aggregate budget amendments up to two and one-half percent (2.5%) of the approved annual budget.

The Executive Committee shall act as the finance committee and may reallocate approved, but unutilized expense(s) to be used for another program(s), product(s) and expense(s). Reallocations of approved, but unutilized expense(s) by the Executive Committee shall be reported to the Board of Directors at their next scheduled meeting.

B.6 – OPERATING AND RESERVE FUNDS INVESTMENT POLICY

All AAR Funds not immediately required shall be invested by the CEO and Controller at the direction of the Treasurer and Executive Committee. Permitted investments shall include: Obligations of the US Treasury; obligations of an agency of the US Government; obligations of and obligations fully guaranteed by any of the fifty (50) states of the United States of America; Auction Preferred Stock (APS) and/or Auction Rate Certificates (ARC) and/or Variable Rate Demand Obligations (VRDO) and corporate bonds with an investment grade rating by a nationally recognized rating service. Funds invested in certificates of deposit shall not exceed the total amount insured, including interest earned to maturity, so that a guarantee is made of return of principal and interest.

With the approval of the Executive Committee, permitted investments shall also include up to twenty percent (20%) of the Capital Reserve, up to twenty percent (20%) of the Strategic Initiatives Reserve and up to twenty percent (20%) of the Issues Mobilization Fund in long term growth assets with equity exposure (such as stocks, stock mutual funds and exchange traded funds). The Capital Reserve, Strategic Initiatives Reserve and the Issues Mobilization Fund shall be analyzed annually taking into consideration past disbursements and anticipated future disbursements. Up to twenty percent (20%) of the funds in these accounts that are deemed not to be needed for their intended purpose for a period of five (5) years or greater shall be eligible to be invested in long term growth assets with equity exposure. All investments in long term growth assets with equity exposure shall be reported to the Board of Directors at the next scheduled meeting.

B.7 – CONTRACTS AND ENCUMBRANCES

The President and/or CEO shall be the only individual(s) authorized to enter into contracts or agreements which incur financial or other liabilities to AAR. All contracts not authorized through action of the Executive Committee, Board of Directors or through the budgeting process in excess of ten thousand dollars ($10,000) shall be presented to the Executive Committee for approval prior to execution.

D. LEGAL/STANDARD FORMS

D.1 – ACCESS TO LEGAL COUNSEL

The AAR General Counsel and Associate Counsel provide support to AAR’s CEO, Executive Committee, Board of Directors, and Primary Committees. Legal support to Member Boards and/or members is prohibited unless approved by the CEO.

D.2 – LEGAL ASSISTANCE

One of the purposes of the Operating Reserve fund is to provide legal assistance to Boards and/or REALTORS® where litigation arises that can affect other REALTORS®, Member Boards or AAR. In such instances, funds may be used to defray costs and legal fees involved in such litigation. In addition, funds may be used for any litigation involving AAR including covering the deductible amount of AAR’s errors and omissions coverage. No funds may be allocated or utilized to pay or apply to any judgment rendered against any party other than AAR for the payment of damages or fines.

Any request for legal assistance by a REALTOR® must be first supported by his Member Board. All requests, whether from a REALTOR® or a Member Board, must be submitted in writing to the CEO, setting forth the purposes of the request in as much detail as possible prior to any action being undertaken.

The Executive Committee, with AAR General Counsel present, shall hear and decide on all requests for legal assistance. No funds may be expended without the Executive Committee making determination that the matter is of such nature as to adversely affect real estate licensees and/or private property rights within the state of Arizona. The Executive Committee may decide that all costs and legal fees, or a portion thereof, be paid from the Reserve Fund.

The President shall, at the next meeting of the Board of Directors, following a commitment for the use of funds for legal assistance, report to the Directors as to the amount of monies committed or expended. The President shall not discuss at a regular Directors’ meeting the nature of the individual case, the REALTOR® or the Member Board involved. Any Director may, however, review the file on the matter at AAR in the presence of the CEO.

In the event any REALTOR® or Member Board is dissatisfied with the action of the Executive Committee with regard to his or its request, the REALTOR® or Member Board may appear before the Board of Directors and a two-thirds (?) vote of the Board of Directors present and voting may reverse or amend the action of the Executive Committee.

D.3 – STANDARD FORMS

The Executive Committee or Board of Directors shall approve all form content and format, new or revised, prior to distribution for member use. Prior to substantive revision of any existing form being released, the revised form shall be circulated for comment from experts in the field, all Member Boards, and any appropriate Institutes, Societies or Councils. New or revised forms shall be released on or about February 1, June 1 and October 1 unless law or regulation mandates earlier release.

AAR grants permission to each of its Member Boards to use the AAR member benefit electronic forms software to print each of AAR’s standard forms provided that the Member Board executes a license agreement with AAR setting forth the terms and conditions of such agreement.

E. LEGISLATIVE/POLITICAL

E.1 –ANNUAL LEGISLATIVE POLICIES

The Legislative and Political Affairs Primary Committee is responsible to recommend subsequent year’s legislative policies to the Board of Directors for approval. The Primary Committee may use any means to obtain member input; however, the Primary Committee, by its own motion(s), will present the final recommended Legislative Policies to the Executive Committee for its recommendation to the Board of Directors.

G. CEO/INTERNAL

G.9 – SOLICITATIONS AND DONATIONS

All solicitations for donations and funding of non-AAR projects must be approved by the Executive Committee or Board of Directors. Any requested funds must be accompanied by budget when submitted.

G.11 – HARASSMENT

AAR fully supports the rights of all its members and employees to work in an environment free from harassment. Harassment means any conduct (verbal, physical, visual, electronic or by other means) including threatening or obscene language, unwelcome sexual advances, stalking, actions including strikes, shoves, kicks or other similar physical contacts, or threats to do the same, or any other with the purpose or effect of unreasonably interfering with an individual’s work performance by creating a hostile, intimidating, or offensive work environment. Any member or employee who believes that he or she has been the subject of harassment should immediately report the improper conduct to the association CEO or General Counsel. If for any reason the member or employee is not comfortable contacting the CEO or General Counsel, then the member or employee should contact the association President. Reports of harassment will be investigated promptly by Association legal counsel. Pending the investigation of any complaint, the individual named in the complaint may be asked not to participate in Association functions until the matter is resolved. The results of the investigation shall be presented to a five member Executive Committee panel, which may impose any disciplinary action authorized by the Code of Ethics and Arbitration Manual, at the discretion of the Association.

Arizona Association of REALTORS®

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